Recourse Liabilities Clause Samples

The Recourse Liabilities clause defines the circumstances under which a party remains personally liable for certain obligations, even if those obligations are otherwise secured or limited by collateral. In practice, this clause specifies which debts or liabilities are considered 'recourse,' meaning the lender or counterparty can pursue the borrower's personal assets if the primary source of repayment is insufficient. This is commonly seen in loan agreements, where some obligations may be non-recourse (limited to the collateral) and others recourse (extending to the borrower's other assets). The core function of this clause is to allocate financial risk by clarifying when and how a party can be held personally responsible for outstanding liabilities.
Recourse Liabilities. The amount of liabilities owed by the Partnership (other than nonrecourse liabilities and liabilities to which Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)).
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Recourse Liabilities. (a) Notwithstanding any other provision of this Agreement including, without limitation, Section 6.4 hereof, Developer Member shall be personally liable for, and shall indemnify the Preferred Member and hold the Preferred Member harmless for, all losses, damages, costs and expenses including attorneys’ fees incurred by the Preferred Member as a result of (i) any fraud, Misappropriation, misrepresentation or failure to disclose a material fact, whether prior to or following the Closing Date, (ii) damage to the Land or improvements that comprise the Project as a result of the intentional misconduct or gross negligence of the Developer Member, its Principals or any of their officers, agents or employees, (iii) any waste or abandonment of the Land or improvements which comprise the Project, (iv) any removal of all or any portion of the improvements on the Land in violation of the terms of the Loan Documents or this Agreement or any damage to any portion of the Project as a result of the intentional misconduct or gross negligence of the Developer Member, any Affiliate of the Developer Member or any Affiliate of the Developer Member, (v) the existence, or alleged existence, of any hazardous, toxic or harmful substances, wastes, materials, pollutants or contaminants or any other substances or materials which are included under or regulated by Federal, state or local governmental authorities, on, in, under or affecting all or any portion of the Project or any surrounding areas, regardless of whether or not caused by or within the Control of Developer Member, (vi) the occurrence of any recourse event claimed by the Lender under the Loan Documents, (vii) failure to maintain the insurance policies required to be maintained by the Developer Member under this Agreement or under the Loan Documents, (viii) failure to pay any valid taxes, assessments, mechanic’s liens, materialmen’s liens or other liens which could create liens on any portion of the Project, to the full extent of the amount claimed by any such lien claimant, (ix) the failure to make any Additional Capital Contribution required to pay the costs associated with any Cost Overrun and/or (x) the Preferred Return in respect of the period of time commencing on the Effective Date through and including the distribution date identified in Section 9.1(c) not being paid for any reason. Notwithstanding anything in this Agreement to the contrary, the Developer Member shall not be required to indemnify the Preferred Mem...
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Recourse Liabilities. Upon the Board's approval of any loans to be obtained by the Company, a Project Entity or an Owner for an EOP Project or a Company Project in accordance with SECTION 8.3.9 of this Agreement, or if such agreement was part of the terms on which the Board approved a Project as an Approved Project, each Member (or at such Member's election, in its sole discretion, an Affiliate of comparable or greater financial strength, each a "MEMBER GUARANTOR") shall provide guarantees of any environmental liabilities, customary non-recourse "carve outs" and completion guaranties as may be required by the applicable lender. All other forms of guarantees of the obligations of the Company, a Project Entity or an Owner may be given or denied by each Member in its sole and absolute discretion. Furthermore, at the request of Manager, any of the EOP Group entities may, in its sole and absolute discretion, provide credit enhancement involving direct or indirect recourse liability, in connection with any loan approved by the Board. If, at the request of Manager, such EOP Group entity agrees to provide such credit enhancement, the Manager will cause the Company to pay such EOP Group entity a credit enhancement fee from the Project Entity or Owner of 1% per year of the amount of credit enhanced, payable (and fully earned) in advance each year. The assumption by any member of the EOP Group of liability for customary non-recourse carve-outs, environmental indemnities and completion guaranties will not be considered a credit enhancement. The assumption of such liability by any member of the EOP Group, other than EOP, shall be at its sole and absolute discretion.
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Recourse Liabilities. Eola, as Managing General Partner of the Partnership, shall use commercially reasonable efforts to cause the Partnership and the Operating Companies to comply with the terms and conditions of any applicable loan documents. No Partner, however, shall be required to make additional Capital Contributions or loans to the Partnership or the Operating Companies so that the Partnership or the Operating Companies can comply with those terms and conditions. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, to the extent any of the Partners or certain of their respective Affiliates and/or direct and/or indirect principals and/or related parties (a “Recourse Party”) have or are required to enter into any agreements, guarantees and/or indemnities imposing certain direct or indirect recourse liabilities relating directly or indirectly to the Property and/or any loan to the Partnership or any Operating Company (collectively, the “Recourse Liabilities”) on any Recourse Party, then the other Partners shall indemnify and hold harmless any applicable Recourse Party to the extent of such other Partners’ Partnership Percentage of any Losses incurred by the Recourse Party arising out of such Recourse Liabilities. Notwithstanding the foregoing, to the extent such Losses are attributable to the affirmative acts of the Recourse Party (or of the Partner which is an Affiliate of or otherwise related to such Recourse Party) in violation of the obligations and duties of the applicable Partner under this Agreement, then the Recourse Party shall not be entitled to any indemnification with respect to the applicable Losses. The Partnership and the Partners hereby expressly acknowledge and agree that: (a) the Recourse Liabilities have been undertaken by the Recourse Parties at the request and for the benefit of the Partnership and the Partners, and (b) no party other than the Partners (and any applicable Recourse Party) is an intended third-party beneficiary or has the right to enforce this Section 3.5.
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Recourse Liabilities. In addition to the above, Champion and its subsidiary, Builders Credit Corp. ("BCC") and General Electric Capital Corp. ("GECC") entered into an Agreement for Purchase of Accounts, dated February 22, 1989 (the "Purchase Agreement"), whereby GECC provides and administers floor plan financing for Champion dealers on Champion products exclusively. Transamerica Commercial Financial Corporation has assumed GECC's obligations in the above Purchase Agreement. Pursuant to the Purchase Agreement, Champion and its subsidiaries, BCC, Champion Home Builders Co., Champion Motor Coach, Inc., and Moduline International, Inc. (Champion and its subsidiaries collectively referred to herein as the "Parties"), have a full recourse obligation in the case of a dealer default for sales out of trust, missing or damaged equipment and billed unpaid interest charges. Champion, based on past experience, provides currently for estimated future losses under this program with accruals based on monthly volumes financed with GECC. Amounts outstanding under recourse obligation at January 1, 1994 totaled $46 million.
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Related to Recourse Liabilities

  • Nonrecourse Liabilities For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage Interests.

  • Excess Nonrecourse Liabilities Pursuant to, and to the extent relevant under, Section 1.752-3(a)(3) of the Regulations, Members’ interests in the Company profits for purposes of determining the Members’ proportionate shares of the excess nonrecourse liabilities (as defined in Section 1.752-3(a)(3) of the Regulations) of the Company shall be determined in accordance with their respective Percentage Interests.

  • Allocation of Excess Nonrecourse Liabilities For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.

  • Minimum Gain Chargeback (Nonrecourse Liabilities) Except as otherwise provided in Section 1.704-2(f) of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain to the extent required by Section 1.704-2(f) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations. This subparagraph 2 (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

  • Representative Capacity; Nonrecourse Obligations A COPY OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH FUND IS ON FILE WITH THE SECRETARY OF THE STATE OF THE FUND'S FORMATION, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE TRUSTEES OF ANY FUND AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH FUND'S RESPECTIVE PORTFOLIOS. THE CUSTODIAN AGREES THAT NO SHAREHOLDER, TRUSTEE, OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY FUND ARISING OUT OF THIS AGREEMENT.